Bentley Systems extends BSY repurchase program and declares Q4 dividend

Rhea-AI Filing Summary

Bentley Systems, Incorporated reported that its board declared a quarterly cash dividend of $0.07 per share for the fourth quarter of 2025. The dividend will be paid on December 11, 2025 to holders of Class A and Class B common stock who are on record as of the close of business on December 4, 2025.

The board also approved an extension and expansion of the BSY Stock Repurchase Program, authorizing the company to repurchase up to $500 million of Class B common stock and/or outstanding convertible senior notes from November 21, 2025 through December 31, 2028. This updated authorization replaces the prior program, which was scheduled to expire on June 30, 2026.

Positive

• Board declares Q4 2025 dividend of $0.07 per share, reinforcing a policy of returning cash to Class A and Class B stockholders.
• New $500 million repurchase authorization for Class B common stock and/or convertible senior notes runs through December 31, 2028, replacing a program that would have expired June 30, 2026.

Negative

• None.

Insights

Equity and capital allocation analyst

Bentley adds a $0.07 dividend and extends a $500M buyback plan.

Bentley Systems is combining ongoing cash returns with long-term capital flexibility. A quarterly dividend of $0.07 per share for Q4 2025 signals a continuing commitment to regular shareholder payouts on both Class A and Class B common stock, with clear record and payment dates in December 2025.

The board’s authorization to repurchase up to $500 million of Class B common stock and/or outstanding convertible senior notes through December 31, 2028 provides a sizable multi-year framework for potential share count reduction or debt security repurchases. The update also extends the horizon beyond the prior program that would have expired on June 30, 2026.

The actual impact depends on how aggressively the company uses this authorization over time, including its mix between equity and convertible notes. Future disclosures in periodic reports and subsequent announcements can clarify execution levels and any effects on share count or leverage.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2025

___________________________________

BENTLEY SYSTEMS, INCORPORATED

(Exact name of registrant as specified in its charter)

___________________________________

Delaware			001-39548			95-3936623
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
685 Stockton Drive
Exton, Pennsylvania						19341
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (610) 458-5000

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class B Common Stock, $0.01 Par Value

BSY

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On November 21, 2025, Bentley Systems, Incorporated (the “Company”) announced that its Board of Directors (the “Board”) declared a $0.07 per share dividend for the fourth quarter of 2025. The cash dividend will be payable on December 11, 2025 to all stockholders of record of Class A and Class B common stock as of the close of business on December 4, 2025.

The Company also announced that its Board approved an extension of the BSY Stock Repurchase Program, authorizing the Company to repurchase up to $500 million of the Company’s Class B common stock and/or outstanding convertible senior notes from November 21, 2025 through December 31, 2028. This updated authorization supersedes the Company’s current authorization, which was set to expire on June 30, 2026.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release dated November 21, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Bentley Systems, Incorporated
Date: November 21, 2025						By:			/s/ DAVID R. SHAMAN
						Name:			David R. Shaman
						Title:			Chief Legal Officer and Secretary

FAQ

What did Bentley Systems (BSY) announce regarding its dividend?

Bentley Systems announced that its board declared a $0.07 per share cash dividend for the fourth quarter of 2025, payable on December 11, 2025 to stockholders of record as of December 4, 2025.

Which Bentley Systems shareholders are eligible for the Q4 2025 dividend?

The dividend will be paid to all holders of Bentley Systems’ Class A and Class B common stock who are stockholders of record at the close of business on December 4, 2025.

What is the size and duration of Bentley Systems’ updated stock repurchase program?

The board authorized Bentley Systems to repurchase up to $500 million of its Class B common stock and/or outstanding convertible senior notes from November 21, 2025 through December 31, 2028.

How does the new Bentley Systems repurchase authorization compare to the prior program?

The new authorization supersedes the prior BSY Stock Repurchase Program, which was scheduled to expire on June 30, 2026, and now extends the potential repurchase period through December 31, 2028.

Does Bentley Systems’ repurchase authorization cover convertible senior notes as well as stock?

Yes. The updated BSY Stock Repurchase Program allows the company to repurchase up to $500 million of either Class B common stock, its outstanding convertible senior notes, or a combination of both.

Where can investors find the full details of Bentley Systems’ announcements?

A press release dated November 21, 2025 with additional details is attached as Exhibit 99.1 to the report and is incorporated by reference.